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The ratings reflect the high level of potential demand for the project,
which helps to drive strong forecasted financial metrics. The metrics
also benefit from the support of the subordinated and back-ended
TIFIA government funding and the relatively high degree of equity contribution.
Nevertheless, back-ended debt poses longer term risks if
traffic and revenue significantly underperforms the base case forecast.
Along with the generally supportive concession terms and strong lender
protections, these considerations help to mitigate uncertainty regarding
users' appetite for the high projected toll rates and the potentially
volatility in traffic levels and revenue facing the managed lane toll
road project.

The ratings incorporate our understanding that the project will be completed
about six months ahead of schedule in December 2014 rather than in June
2015. This allows more time for the road to ramp-up and
reclaim some of the traffic lost during construction due to user diversion.
Moody's has reevaluated key underlying assumptions in the original
traffic and revenue forecast, including population and employment
growth and corridor congestion. We compared those projections to
actual experience and current forecasts from moodyseconomy.com
and TxDOT congestion data. The original forecasts appear to be
in line with current forecasts, yet it remains to be seen how the
managed lanes will perform given the relative scarcity of this asset type
in the United States.

Outlook:

The stable outlook reflects our understanding that construction will be
completed ahead of schedule and on budget, allowing the road additional
time to ramp-up before its first debt service payment is due.

What could move the rating-UP:

The ratings could face upward pressure once construction and full ramp-up
are complete and the project is performing close to its base case forecast.
The timeline for such assessment is approximately three to five years
post substantial completion.

What could move the rating-DOWN:

The rating could face downward pressure if the is project meaningfully
delayed or over budget, if the ramp up profile is longer or more
difficult than originally anticipated, or if the project notably
underperforms relative to its base case traffic and revenue forecast.

The principal methodology used in this rating was Operational Toll Roads
published in December 2006. Please see the Credit Policy page on
www.moodys.com for a copy of this methodology.

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